CL-2024-000678 - [2025] EWHC 2531 (Comm)

The Tribunal’s interpretation emerges from the following three paragraphs of the Award:

“190.

The language of the clause itself does not spell out the role of the comparator in the trade flow, be it distributor, retail dealer, retail customer or something else.

191.

If on the other hand the clause is to serve the agreed commercial purpose, the Tribunal would expect the price paid by that purchaser to be akin to a market price or a price agreed at arm's length. A comparison with a purchaser paying an off market price will not ensure a level playing field.

192.

AML's case is that the comparator must be "an independent, third party entity which is outside the Aston Martin corporate group (and which purchases that Vehicle for its own use, on-sale, and/or distribution...)". The Tribunal considers that makes commercial sense.”

The Tribunal’s Award on this point, in the light of this reasoning, was set out in paragraph 398(1)(a):

“398.

After consideration of all the factual and legal submissions which have been presented to us and for the reasons set out in full above, we the Tribunal hereby unanimously award, declare and adjudge as follows:

(1)

The Tribunal declares that on the proper interpretation of Article 4(A)(1):

(a)

The “UK factory price applicable to other territories” (Article 4(A)(1)(a)) and “[AML’s] price… applicable to other territories” (Article 4(A)(1)(b)) are in each case references to the prices in each territory other than the MENAT Region at which a Vehicle is first sold to an independent, third-party entity which is outside the Aston Martin corporate group (and which purchases that Vehicle for its use, on-sale and/or distribution, as opposed to merely providing technical services)”.